Current Report Filing (8-k)
June 05 2023 - 4:09PM
Edgar (US Regulatory)
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2023-06-01
2023-06-01
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 1, 2023
GUARDION
HEALTH SCIENCES, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-38861 |
|
47-4428421 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
2925
Richmond Avenue, Suite 1200
Houston,
Texas 77098
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (800) 873-5141
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common Stock, par value
$0.001 per share |
|
GHSI |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On June 1, 2023, Guardion Health Sciences,
Inc. (the “Company”) entered into a Bonus Agreement with its Chief Commercial Officer, Craig Sheehan (the “2023 Bonus
Agreement”). Pursuant to the 2023 Bonus Agreement, Mr. Sheehan will be eligible to receive a bonus of up to $200,000 during 2023
(the “2023 Bonus”). Mr. Sheehan will be paid the first tranche of the 2023 Bonus in the amount of $50,000 on July 15, 2023
and will be paid the remaining portion of the 2023 Bonus on the earlier of December 31, 2023 or within thirty (30) days following
the closing date of a change in control of the Company, or a sale of the Company’s Viactiv brand and/or Activ Nutritional, LLC,
a wholly-owned subsidiary of the Company, provided, in each case, that he (i) remains employed as a full-time employee of
the Company and in good standing through the applicable payment (unless the Company terminates his employment without cause prior
to such date), and (ii) has satisfied all of the terms of the 2023 Bonus Agreement and his employment agreement with the Company
dated June 1, 2021.
The
foregoing description of the 2023 Bonus Agreement does not purport to be complete and is subject to, and qualified in its entirety by,
reference to the full text of the 2023 Bonus Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
+
Indicates a management contract or any compensatory plan, contract or arrangement.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
GUARDION HEALTH SCIENCES, INC. |
Date: June 5, 2023 |
|
|
|
By: |
/s/ Bret
Scholtes |
|
Name: |
Bret Scholtes |
|
Title: |
President and Chief Executive Officer |
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